Analysis & Opinion

MILAN/AMSTERDAM (Reuters) - Shareholders of tractor and construction equipment maker CNH CNH.N on Monday approved an extraordinary dividend as part of plans to merge with parent Fiat Industrial FI.MI.

The two groups will be merged into an as yet unnamed new company, which will be the world's third-largest capital goods maker by sales, in which investors will receive 3.828 shares per CNH share, and one share per Fiat Industrial share. The company will have a secondary listing in Milan.

Sergio Marchionne, chairman of Fiat Industrial, said shareholders approved a dividend payout of $10 per share at a special shareholders meeting in Amsterdam.

The merger will be approved at another special shareholders meeting, the date of which has yet to be determined, the company said.

Marchione told Reuters he expects the European car market in 2013 to perform "at the same level as 2012, probably slightly better, but I am probably the only optimist in this business right now."

"In the U.S. and Latin America, the market will do well," he added.

On November 22, CNH and Fiat Industrial reached a preliminary agreement for a cash and share deal that would see Fiat Industrial acquire the 12 percent of CNH it did not own.

The new company is to introduce a "loyalty share" whereby investors who voted at Monday's shareholder meeting will receive two votes per share if they hold them to the completion of the merger procedure.

(Reporting by Anthony Deutsch and Jennifer Clark; editing by David Cowell)

(This story corrects headline and first sentence to clarify that shareholders only approved special dividend, not merger with Fiat Industrial)